-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M23f6GVFQb6YGd8rMjOz2iFrh4DTjxwD39jC/9p38zp33Mgu9Y8Z3PzkNVNiFxdB kpdMJPphun+0/iNfSZaVSQ== 0001047469-98-005832.txt : 19980218 0001047469-98-005832.hdr.sgml : 19980218 ACCESSION NUMBER: 0001047469-98-005832 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NASD GROUP MEMBERS: TECHNOLOGY LEADERS C.V. GROUP MEMBERS: TECHNOLOGY LEADERS II L.P. GROUP MEMBERS: TECHNOLOGY LEADERS II MANAGEMENT L.P. GROUP MEMBERS: TECHNOLOGY LEADERS II MANAGEMENT LP GROUP MEMBERS: TECHNOLOGY LEADERS II OFFSHORE C.V. GROUP MEMBERS: TECHNOLOGY LEADERS L.P. GROUP MEMBERS: TECHNOLOGY LEADERS MANAGEMENT L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMAVISION MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0001038223 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 752649072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53093 FILM NUMBER: 98536813 BUSINESS ADDRESS: STREET 1: 33171 PASEO CORVEZA CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 BUSINESS PHONE: 8887764276 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY LEADERS II MANAGEMENT LP CENTRAL INDEX KEY: 0001005417 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232787138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 800 THE SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DR CITY: WAYNE STATE: PA ZIP: 19087-1945 BUSINESS PHONE: 6109711515 MAIL ADDRESS: STREET 1: 800 THE SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DR CITY: WAYNE STATE: PA ZIP: 19087-1945 SC 13G 1 SCH 13G-COVER SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)and(c)AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. ________)(1) ChromaVision Medical Systems, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 17111P 10 4 (CUSIP Number) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders L.P. 51-0337605 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 689,720 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 689,720 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,720 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% 12. TYPE OF REPORTING PERSON* PN CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders Offshore C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands Antilles NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 689,720 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 689,720 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,720 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% 12. TYPE OF REPORTING PERSON* PN CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders Management L.P. 51-033B641 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 689,720 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 689,720 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 689,720 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.0% 12. TYPE OF REPORTING PERSON* PN CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders II L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 734,887 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 734,887 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,887 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12. TYPE OF REPORTING PERSON* PN CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders II Offshore C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands Antilles NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 734,887 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 734,887 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,887 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12. TYPE OF REPORTING PERSON* PN CUSIP NO. 17111P 10 4 13G 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Technology Leaders II Management L.P. 23-2787138 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / x / (b) / / 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 6. SHARED VOTING POWER 734,887 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 734,887 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,887 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12. TYPE OF REPORTING PERSON* PN Item 1 (a) Name of Issuer: ChromaVision Medical Systems, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: 33171 Paseo Cervesa San Juan Capistrano, CA 92675 Item 2 (a) Name of Person Filing: (1) Technology Leaders L.P. (2) Technology Leaders Offshore C.V. (3) Technology Leaders Management L.P. (4) Technology Leaders II L.P. (5) Technology Leaders II Offshore C.V. (6) Technology Leaders II Management L.P. Item 2 (b) Address of Principal Business Office: (1)(3)(4)(6) 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087-1945 (2) (5) c/o ABN Trustcompany (Curacao) N.V. P. O. Box 224 15 Pietermaai Curacao, Netherland Antilles Item 2 (c) Citizenship: (1) Delaware limited partnership (2) Netherland Antilles limited partnership (3) Delaware limited partnership (4) Delaware limited partnership (5) Netherland Antilles limited partnership (6) Delaware limited partnership Item 2 (d) Title of Class of Securities: Common Stock, $.01 par value per share Item 2 (e) CUSIP Number: 17111P 10 4 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a : (a) / / Broker or dealer registered under Section 15 of the Act. (b) / / Bank as defined in Section 3(a)(6) of the Act. (c) / / Insurance Company as defined in Section 3(a)(19) of the Act. (d) / / Investment Company registered under Section 8 of the Investment Company Act of 1940. (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F). (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7. (h) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). Not applicable Item 4 Ownership: (a) Amount Beneficially Owned: (1)(2)(3) 689,720 shares (4)(5)(6) 734,887 shares (b) Percent of Class: (1)(2)(3) 4.0% (4)(5)(6) 4.3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: (1)(2)(3) 689,720 (4)(5)(6) 734,887 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: (1)(2)(3) 689,720 (4)(5)(6) 734,887 Technology Leaders Management L.P. is the sole general partner of Technology Leaders L.P.("TLLP") and a co-general partner of Technology Leaders Offshore C.V. ("TLO"). TLLP and TLO are venture capital funds which are required by their governing documents to make all investment, voting and disposition actions in tandem. TLLP is the record holder of 322,030 shares. TLO is the record holder of 367,690 shares. Technology Leaders Management L.P. has sole authority and responsibility for all investment, voting and disposition decisions for TLLP and TLO, which powers are exercised through its ten person executive committee, by whose decisions the general partners have agreed to be bound. TLLP, TLO and Technology Leaders Management L.P. disclaim beneficial ownership of the shares beneficially owned by Technology Leaders II L.P., Technology Leaders II Offshore C.V. and Techology Leaders II Management L.P. Technology Leaders II Management L.P. is the sole general partner of Technology Leaders II L.P. ("TL II") and a co-general partner of Technology Leaders Offshore C.V. ("TLO II"). TL II and TLO II are venture capital funds which are required by their governing documents to make all investment, voting and disposition actions in tandem. TL II is the record holder of 409,552 shares and TLO II is the record holder of 325,335 shares. Technology Leaders Management II L.P. has sole authority and responsibility for all investment, voting and disposition decisions for Technology Leaders II, which powers are exercised through its ten person executive committee, by whose decisions the general partners have agreed to be bound. TL II, TLO II and Technology Leaders II Management L.P. disclaim beneficial ownership of the shares beneficially owned by TLLP, TLO and Technology Leaders Management L.P. The membership of the executive committee of each of Technology Leaders Management L.P. and Technology Leaders II Management L.P. currently is the same. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Technology Leaders L.P., Technology Leaders Offshore C.V., Technology Leaders Management L.P., Technology Leaders II L.P., Technology Leaders II Offshore C.V., and Technology Leaders II Management L.P. are members of a group for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In executing this statement, the undersigned agrees, to the extent required by Rule 13d-1(f), that this statement is being filed on behalf on each of the Reporting Persons herein. TECHNOLOGY LEADERS L.P. By Technology Leaders Management L.P., general partner By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 TECHNOLOGY LEADERS OFFSHORE C.V. By Technology Leaders Management L.P., co-general partner By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 TECHNOLOGY LEADERS MANAGEMENT L.P. By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 TECHNOLOGY LEADERS II L.P. By Technology Leaders II Management L.P., general partner By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 TECHNOLOGY LEADERS II OFFSHORE C.V. By Technology Leaders II Management L.P., co-general partner By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 TECHNOLOGY LEADERS II MANAGEMENT L.P. By: /s/ Robert E. Keith, Jr. ----------------------------------- Robert E. Keith Jr. President, Technology Leaders Management, Inc., a general partner Dated: February 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----